Blank Canvas
by my love addiction
Summary: Her life? Slowly fading into a blank canvas. No more Dad. No more Peter. Not much to live for. But would she take it all back and do everything over? Or is the blank a good thing? But is there a drop of paint somewhere? A paintbrush to spare? Is he just her artist unsure of what to create? One-shot


**One shot. I just wanted to get that out there before anything else. This piece popped into my head as I lay obsessing over 'The Amazing Spider-Man', just yearning to go to the movie – WHICH IS STILL IN THEATERS! I am so going later today. IN your face if you aren't! Just kidding. Enjoy!**

**Third person POV, but mostly Gwen's perspective. Has nothing to do with my other story. NO RELEVANCE.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

_Summary: Her life? Slowly fading into a blank canvas. No more Dad. No more Peter. Not much to live for. But would she take it all back and do everything over? Or is there a drop of paint somewhere? A paintbrush to spare? Is he just her artist unsure of what to create?_

October is cold. Often wet, with harsh winds that chill to the bone. The sodden ground due to the October rain makes her cold as she lies on it, allowing herself to be drenched to the core. She gazes up at the gray, murky sky, eyes fluttering with the rain pelting her face, struggling to see beyond the first fire escape hovering above her.

She's in the alley next to her building – the same alley _he _always used when he came to visit her. It was his escape to avoid her doorman, James.

Now it's her escape to avoid not only James, but her mom, her brothers, everyone.

Except for him.

Never him.

Besides being her escape, it's her look-out post. She has a spot (a quite comfortable spot, at that) in the alley behind the dumpster that happens to give a perfect view of her fire escape, the one directly outside her window. Sometimes she sits there and just stares at it, waiting for a flash of red and blue to taint the usual dull black of the railings and gray of the bricks. Sometimes she looks towards the top of her building, hoping to see a masked face peering over the edge, obviously locked in some internal battle with itself. Sometimes she sits there because it's the only place he doesn't know of.

It's like a hiding spot, too, if you wanted to get technical.

Her coat does little to prevent the icy sheets of water from penetrating her skin (her skin that's become so feeble and sickly) and causing her to tremble uncontrollably. Although her boots provide coverage for her legs, the leather is still damp inside of them, triggering squelching noises to sound every time she shifts her feet. Her ivory sweater, see-through and exposing her light-blue bra underneath, is no help at all. But regardless of the way her body screams at her to get out of this rain,

_**she can't move**__._

She's too stubborn, too proud, too hurt to move out of this alley (she's risking her life by just lying here, by the way) and get someplace warmer, someplace safer. Someplace where hugs are given unlimitedly. But there are no hugs being offered that she wants. There are no sad looks being offered that she wants to accept. There are no words of condolences being offered that fall from the lips of people she wants to talk to. Or the _person_ she wants to talk to.

So why move? Why move when there's only pain and grief waiting for her around every corner?

There's only **one** thing that can get her to move.

Her phone rings (she's surprised it's still working) and she removes it from her pocket clumsily, her grip slipping with the wetness. Frowning at the familiar number, she answers monotonously.

"Hello?"

"Where are you, Gwen?" her mother asks in an exasperated tone, but Gwen (being her only daughter and all) can hear the hidden worry hidden in her voice, and can sense the tears that are soon to come.

"Close."

"I need you to come back. Phil won't come out of his room and you're the only one that can get him to talk – can you please just try and get him out of there?" Sighing, Gwen promises she'll try. Okay, so maybe there are two things that can get her out of the alley.

She sits up slowly, testing exactly how numb all of her limbs are. They aren't too bad (probably due to the fact that she's used to just lying in the rain and used to the numbing effect it has), so she stands, contemplating quickly about whether to take the elevator, or pull a half-human, half-arachnid and use the fire escapes.

Suddenly not feeling up for any more of the torrential rain, Gwen leaves the alley and her hiding spot behind, avoids eye contact with James, and hops into the first elevator that arrives for her. She takes deep breaths as the numbers climb, climb, climb. Lately, her temper's been the opposite: dangerously short, only calmed when Phil comes in and talks to her.

They have a thing, her and Phil. He's the most like her with his love of school-work, the only variation is his obsession being literature while hers is by far science. But being the third oldest out of four means you're sometimes forgotten by mom and dad (well, just mom, now), so even at a young age Gwen had taken up the responsibility of watching out for Phil when mom or dad couldn't. Gwen just saw herself in Phil, and she wouldn't want to be in his position – forgotten and disregarded. Of course **she** had never been ignored or overlooked: she's the oldest and has straight As and received many personal accomplishments acknowledged by the school. She was the golden child.

Not anymore.

Now, she just feels like Phil. Her mom's too busy with Simon and the bills and a full-time job and her father's will. Her mom's overwhelmed, leaving the three eldest Stacy children to basically fend for themselves.

So she and Phil talk. They lean on each other's shoulders and rely in one another when they feel like talking about Dad, or Mom, or their problems for the day. One time, she even told Phil about Peter. Oh, not like that, but about how Peter keeps avoiding her. She doesn't let on what Peter had told her that one day at school; that stays locked inside, especially since he hasn't done anything about it-

Gwen's hand is hovering over the door handle when the front door flies open, revealing a harried looking Helen Stacy.

_Status: uptight widow,_ Gwen thinks bitterly, hating how her mom's been relying on her (not in the way her and Phil rely on each other) to handle things with her brothers and still maintain a normal life at school, still keep her grades perfect, and still apply for colleges all over New York (except now she's applying for colleges outside of New York - ***cough*cough* desperate, much?**). Before, her and her mom had had a nice mother/daughter relationship. A healthy one.

Yeah, like that lasted after her father died.

"Where have you been? Why are you wet?" her mother inquires snappishly.

Gwen wordlessly pushes past Helen, leaving Helen to exhale heavily and march off in the direction of a ringing phone. Gwen makes her way down the hall, stopping at Phil's and Simon's bedroom door. She knocks softly and hears the sounds of someone approaching the door.

"Who is it?" Phil calls out dully. "If it's you, Simon, I don't care how much you want your little dolls, I'm not giving them to you."

Gwen almost smiles.

**almost**.

"No, it's me," she calls back. Howard comes around the corner, and Gwen puts a finger to her lips. He freezes and nods silently. Even Howard, who got along fairly well with Phil, couldn't get him to come out.

There's a pause, then she hears the sound of the door unlocking. It swings open to show a worn-out Phil, hair mussed up, bags under the eyes similar to his mother's and Gwen's, clothes askew. Gwen smiles at him gently, mustering up every last bit of energy she has to make herself strong in front of Phil. He launches himself into her arms, then jumps away, the front of his shirt slightly damp.

"You're wet," he says simply.

"I was just out for a walk. You should've come with – we haven't talked in a while." Gwen pushes a stray lock of dark-brown hair out of Phil's face. She notices that Howard has left. Phil shrugs.

"I just don't feel well today."

"Thinking about him?"

Phil's face screws up in concentration. He nods sharply, then sniffs.

"He was supposed to come to school yesterday. He promised he'd be there. It was Parent Career day, and I had to tell the whole class about Dad. The teacher didn't even let me skip it."

Gwen flinches at the word 'promise' (how many more has her dad made?), but gives a sympathetic smile. She assures him that Dad would've been proud at the way he stood up in front of the class and explained why their father couldn't be there. Phil, in spite of of her being wet, surges forward to wrap his arms around Gwen. She leans down to kiss the top of his head (she doesn't have to bend so far anymore – he's getting so tall) and squeezes him tightly.

"Thanks Gwen. Love you," he mumbles against her shirt.

Gwen swallows the lump in her throat. "I love you, too. Forever and ever." Phil leans back and tells her she should probably shower and change before she catches a cold. Gwen obeys, smiling teasingly, and leaves Phil to his thoughts. In the shower, as the water cascades over her body, she pictures herself drowning (the same mental image she had while lying on the alley's floor), just floating in a dark sea of black. This image is calming, soothing. The get-away for every shitty thing in her life.

But how long does it stay black?

Colors burst in front of her eyes before she can help it. The colors shimmer, then form faces she recognizes immediately: there's her favorite teacher. There's James. There's her mom. There's Phil. There's her dad. There's _**him**__._

She screams. Screams so loud her ears hurt with the shrillness of it. The door bursts open, the shower curtain gets drawn back, but she still sees the faces against the shower wall, inlaid in the bar of soap, placed where the label of her shampoo should be. She screams even louder, clawing at her face and pulling at her hair. Hands try to pry her nails away from her face and she feels herself being lifted out of the shower with weak arms.

"Gwen! Gwen, calm down! What's wrong?"

It's her mother. A towel is wrapped around her before she's placed on the tiled floor. Helen's face swims into view, her expression not far from the one Gwen had seen moments before on the shower wall. She moans and shakes her head, pulling the towel around her tighter.

"He's gone," she whispers. "He's gone. I'm not getting him back."

Her mother's lip wobbles and her hand is shaking when she pats Gwen on the shoulder in a comforting manner (it's far from comforting, though).

"I know. I miss him, too."

No. That's not who she's talking about. She's not talking about her father – she had accepted his death nearly two weeks ago. She's talking about someone still alive, but haunting her like a ghost. A ghost with the power to be everywhere.

_everywhere._

In her mind in her room on the television in the hallways behind her in class on her lips in her heart.

_**everywhere.**_

It's like some sort of paranormal movie where the heroine is being stalked by a demon. Except he's not trying to stalk her (it's only coincidence that he's everywhere) and he's far from a demon (a hero, even). Helen helps Gwen to her feet and guides her to her room. She closes the door with a sad smile, shutting out the hallway light from filtering into her room. She's left in the dark. The black, unreliable, closing-in-on-you dark. The dark that can explode into faces at any given moment-

She leaps over to the lamp sitting on her desk and switches it on, breathing ragged, wet hair falling in her face. No more darkness.

No **more**.

She sleeps with a light on tonight, waking every few hours to make sure the light is going steady and strong. She doesn't want to fall back asleep after she wakes, but it's hard to not give in to the drooping of her eyes and the comfort of her blankets. The prospect of dreaming about him, him and her. Together. Although it does risk the chance of seeing her father's face, and _**his**_ face. His face from the last time they actually spoke when it was the two of them on his front porch, the rain coming down much like earlier.

His lips, always turned up when she's with him, a thin, tight line. His eyes, usually filled with an awkward confidence, or an uncertain sparkle, or sometimes even a guarded excitement, dark and inexpressive. Almost brooding, but too full of pity to make it that. Tears locked in the brown eyes that take her **breath** away each time they're turned on her.

It's Thursday, which means waffles made by Dad in the morning. Thursdays were the only days that he was home in the morning. Gwen wonders if this breakfast will be as tear-filled as last Thursday's breakfast. She pulls on a skirt, hikes up her gray boots since her others are still wet, throws on a long-sleeve, does her hair in a ponytail equipped with black headband, and heads down the hall. Her mom's not there, but all three of her brothers sit mutely at the dining room table eating bowls of cereal. Placing a kiss on top of each of their heads, she enters the kitchen.

Her mother isn't here either. Gwen grabs a granola bar from the bowl sitting next to the fridge and peels the wrapper off, eating it tastelessly and staring blankly at the ground.

Her mom never makes it to breakfasts anymore.

She's out the door after she wipes the granola crumbs from her hands, calling out a good-bye to her siblings. None answer back. The rain has finally stopped though the air remains damp and chilly. Pulling her coat closer around her, Gwen starts for Midtown Science High, keeping her head low and reciting the periodic table of elements under her breath. It's the only thing that'll distract her from the darkness that wants to take over her mind. And she doesn't like darkness.

Classes are spent staring at the front of the room, eyes trained on the teacher, drinking in each word the teacher says and remembering it all so she can get good grades. If she gets good grades, that means a good scholarship. If she gets a good scholarship, that means going to college. If she goes to college, that means moving away –

Far away.

Her free-tracks are either spent doing homework, or filling out applications for an internship for the school year since her last internship is now laughable. But if neither of those things were there for her during the free-tracks, she'd sit. And think. And think. And think some more.

_(Never about darkness_.)

About what things would be like…if everything was different. Different how, people might ask? The real question is, how wouldn't she make things different?

Her view of different is saying 'I love you, be safe' to her father before he leaves to go help Spider-Man. Her view of different is having these words be her father's guardian angel, protecting him from the Lizard (a.k.a. her boss). Her view of different is her father not needing to make _him_ promise, seeing how brave she is and how careful he is and how in love they are-

Were. How in love they **were.** Key word there.

That different would change everything. From the absence of her father being filled again, to the absence of the love of her life being filled again.

**Father + Peter = happiness.**

But unfortunately that equation is void. Dead. Gone. Not in the textbook. Undefined. Unreachable. There's no possible solution when you don't have the variables.

Math sucks.

But then she'd feel guilty for thinking about things if they were different. Her father died nobly and saved many lives. He helped prevent the spread of a horrible idea. It was **the best** way to go.

All of her classes are with him. She doesn't know how she can even concentrate on the lesson of the day when he's a mere three feet away, reminding her of her father's death. Reminding her of the days they used to have. Reminding her of the life they could have shared _together_.

She doesn't blame him for Dad's death. Knowing her father, he probably told Peter to go put the serum in the Ganali device while he distracted the Lizard. (she wouldn't be shocked if this is completely true)

Her last class of the day is literature. She probably hates literature more than math with its stupid books that she has no time for to read, and the stupid essays she has to write, and the stupid pieces of literature that she's supposed to create herself. Shouldn't that just be left to ee cummings and Roald Dahl, in other words, 'the professionals'? **Stupid stupid stupid**.

Absolutely stupid.

They're assigned to create a poem about a secret of theirs without giving it away obviously. They have to be aloof and evasive, yet have the answer right there. Gwen smiles as she packs up her things. She doesn't have any secrets. She only _**knows**_ of a secret. She'll just have to make one up. The final bell rings, and people rush from their seats, eager to leave the school for the day. He passes her without a backwards glance, and fury and pain burns inside of her. Inside of her heart.

It's become a routine thing, though. Him looking at her when she's not looking, her looking at him when he's not looking. Backs turned to one another, blocking the other out when all she wants is to be right back **in**.

That's just how love games are played. But is it really a game?

She passes him at his locker, purposefully striding forward with her head held high. People part to the sides for her as she goes. Now** she's** the one that everybody looks at, acknowledging the fact that she's fatherless, too. Just. Like. _Him_. Except he had hung his head low, low with the thought that his father-like figure had left in the worst possible way while hers left highly. Therefore she lifts her chin in the air and ignores the way people stare at her with pitiful eyes.

She doesn't want their pity. They don't understand. They can't relate.

She knows of only one person that can relate.

So Gwen turns to him instinctively, thinking (for the hundredth time) that maybe this is the day she goes up to him and asks for comfort. Asks for him to help her heal since he's been in the same position. She might even ask if they could heal together. Gwen jumps when she sees he's right in front of her, head ducked low with sad, blank eyes. With a hint of anxiety. Yes, anxiety.

"You're not…you're not going to – to write anything about, you know…" he says lamely, then gestures to himself. Ignoring the fact that it's the first time they've talked in three weeks and he didn't even say 'Hello', Gwen blinks twice.

"Why would I do that?" she replies a little rudely.

He shrugs then grimaces. "I don't – I don't know, it's just…I don't know."

There's a pause between the two of them that seems louder than all of the noises in the hall put together.

"Well, I've got other secrets, you know," she lies through her teeth, slamming her locker shut forcefully to represent the struggle she's having over her emotions towards the boy-turned-man in front of her. He winces at the sound, shifts his feet, rolls his jaw a little. Average Peter Parker stuff.

"Really?" he asks suddenly, head snapping up, a ghost of her favorite smile of his playing on his lips. "You've – you've got secrets?"

"Yeah," she says softly, lost in his eyes as they finally meet hers.

"Any I know of?" He's teasing her, damn him. He's teasing her and she loves it. Loves it loves it loves it. It's like it's four weeks earlier and no time has passed. They might start talking about her coming over for dinner at his house later that day. Dammit, her heart's melting again.

"You'll just have to see, won't you?" she says, the words leaving her lips naturally as she picks up their usual banter. (**God, she's missed it**)

He jerks his head up and down briskly.

"O-oh, okay. Fair enough."

Gwen smiles briefly before her face creases with the sadness of missing this. Missing how comfortable she feels around him. He frowns at her expression before his face goes blank and he's shifting his feet again and she's fingering the strap of her backpack.

"So – you know, how…how've you been?"

She looks up at him through her eyelashes, willing herself not to laugh at his poor communications skill. Weird, because he's actually full of charisma. A very charismatic guy. "How've I been?" He locks his jaw, gritting his teeth faintly.

"Uh, I didn't mean it – I-"

"Fine," she breathes lightly, flicking a strand of hair behind her. He nods uncomfortably, looking as if he regrets coming up to her in the first place. She feels her heart cease melting and start hardening. There's another pause as awkward and loud as the last. "So you're talking to me again?"

Peter's mouth falls open marginally and the corners of his lips twitch up. He jerks his head up and down again.

"Yeah, that's why I came over," he says softly, gazing at her from under his own eyelashes. He's wearing his glasses today, maybe the first time he's ever worn them to school. And then there's another pause, but it's far from awkward, more leaning towards electricity crackling in the air around them like a whip. She wonders if he feels it, too.

"Why?" she demands. "Why now?" Oh, God. Everything's getting blurry around the edges – and dark. No.

No dark. Not now.

**no**

He tears his eyes away from hers, looking upset with himself, seeming at a loss for the words to explain the reason why he just walked right back into her life without so much as a warning. He's distraught, now. And embarrassed with himself for not giving her an answer yet. Finally, he looks at her again.

"I realize I didn't – didn't even let you have a – a say in…and I think that – that maybe you and me, we could…you know, if we're careful…"

"Careful?" she repeats, feeling her heart start to melt again. Peter mashes his lips together and shakes his head, now looking absolutely furious with himself.

"Gwen," he murmurs in a low voice. "I told your dad I'd keep you out of it, and I agree with him. I don't want you…exposed or –o-or seen with me."

His words feel like a blow to her stomach. The air escapes through her lips sharply and she takes a step back from him. He's already put her through so much by ignoring her; why does one of the first things he says to her in a long time be the last words she wants to hear? The darkness gets faster, closing in on the sides of her vision.

Seeing her expression, he freezes.

"No no no no no, that's not what I mean," he whispers frantically, shaking his head. "I didn't mean it like that." The tears start to form despite his words and she glares at him, horrified. Wounded. She's dead. Surely this is the end of her. She had only been living because of the small sliver of hope she had had for her and Peter. But now that that's gone, what else is there to live for? She's blank, empty, with a heart that beats for something inaccessible. She can't live with that – no one can live with that. All the history between them, appearing like a happy sunset scene in a movie, vanishes, the scene cutting to black. But there is no 'And they lived happily ever after' in white cursive writing. There's **nothing** but darkness after the sun sets. The darkness and memories, memories that make her sick to her stomach. There's nothing to live for anymore if all she'll be getting is stomach aches and nightmares. The thought brings down one tear.

Peter groans, sliding a hand into his messed-up hair and tugging at it.

"I just mean that I can't be seen with you as - you know…_him_. But you and me…I mean, only if you want to, but if you do, we – er, can…" He trails off uncertainly before giving another groan and starting again. "What I'm trying to get at is…I can't stay away…anymore. I – I…need you. And I thought about it, and I think your dad didn't make me promise to stay away, just to leave you out of my –" he lowers his voice "– Spider-Man problems. If that works out somehow…"

She can't speak. She can't think. Is she really hearing what she's hearing? Is she finally getting what she wants? Is half of her equation being filled in finally? Will there be no more darkness? Will she not have his face from that one day orbiting through her brain and tormenting her for the rest of her life?

He stands there, hands shoved in the pockets of his coat, lips twisted up, glancing at her sheepishly before his eyes glue themselves to the floor. She's silent for too long because he nods his head in an understanding manner.

"I get it if you – if you don't want to…see me any-anymore." His voice cracks and she can tell he's willing himself not to cry. Oh, God – why can't she say anything? Speak, you fool! With one last glance at her, he steps backwards a few feet before spinning around. He's going, he's leaving her, he's slipping from her fingers-

"Peter!" she chokes out. "Peter!"

He stiffens, then spins around, face a light shade of red, eyes wet, lips warped up once again as he tries to prevent himself from crying. Gwen shakes her head swiftly and covers a hand over her mouth, pinching the end of her nose. And then she's running to him and he's opening his arms for her and when she falls into them (quite vehemently, at that), the darkness clears. She can see everything now. She sees his shirt and his dirty jacket and his backpack that he dropped to the floor and his long legs and his strong arms and his lean neck. She looks up and sees his **eyes**. Only his eyes. Everything else fades away.

He squeezes her tightly, driving the last of the haunting images and the suffocating darkness out of her mind and out of her sight. She exhales in relief. This is where she belongs. **With him**. He makes her happy. He can save her by not even saving her. He can make her smile and make her feel loved even at her worst times.

"I'm sorry I took so long," Peter whispers into her hair, fingers grazing the edge of her sweater. She shivers and huddles herself closer to him, breathing in his scent and feeling the familiar way her head fits in the crook of his neck, the top of her head grazing just below his chin.

"I missed you," she whimpers, squeezing her eyes shut tightly.

"I've got you," he says almost inaudibly. "I've got you."

**I've got you**.

How long has she yearned to hear those words? How long have they kept her up late at night, wondering when she'll hear them again next? (too long, that's for sure)

He rests his head on top of hers, and it's like they've never stopped talking. It's like they're on a study date and they just stopped to take a quick break. It's like they started something that needed to be thought over and observed closely before they jumped into it again.

It's like she's a blank canvas, just waiting to be painted on and now she's got her artist. They can finally make something beautiful together. They'll have to work around some things, cooperate the best they can with his alias. But it's worth it, isn't it? When you finally get back the thing you love most, every obstacle that's ever been put in your way seems insignificant and irrelevant. Unimportant.

He tilts her face up with his hand, cradling her left cheek in the palm of it. His eyes rove over her face and he smiles softly while taking everything in. She does the same. It's been so long since they've been this close to each other. So long. **Too long.**

Despite that they're in the middle of a crowded hallway in a high school, despite that it's barely been seven minutes since they've started talking to each other again, Gwen can't help the words that fall from her lips. "I love you," she whispers, staring into those deep, brown eyes that could be the gateways into his soul. You never know. Peter barely misses a beat when his own words tumble from his lips, tripping over one another.

"I love you, too…so much," he breathes, then bends down to bury his face against her neck, inhaling deeply. She wraps her arms around his neck and brings the two of them even closer together (if that's possible). Her heart melts into liquid. Liquid contentment. Liquid love.

He _does _need her; she sees it now plain as day. He's been hurting, just like her. And just when she began to think that everything they've shared means nothing to him.

But now they have each other, and it's her turn to say 'I've got you'. She whispers it in his ear and his grip on her tightens. It's hard to believe that only yesterday she was lying in that alley, not really caring about anything but a chance to see the boy wrapped in her arms now.

They don't let go of each other until they're in front of the school and they have to part their separate ways. Gwen doesn't want him to leave her, but he promises he'll see her tonight. He says he owes her a visit and owes her mother some flowers and a condolence. She skips all the way home. Once again, he's everywhere.

In her mind in her room on the television in the hallways behind her in class on her lips in her heart.

_**everywhere.**_

But it's a good kind of everywhere this time.

At home, even her brothers seem happier than normal. Simon got a sticker on his spelling test. Phil found his old kite that Dad had gotten him when he was little. Howard's going on his first date tomorrow night. Her mom is considerably happier, too. Her father's will has been fully sorted through and taken in to court. There's a feeling of finality in the Stacy house as the last of George Stacy is put to a peaceful rest.

After dinner, Gwen excuses herself to her room where she 'starts' her literature assignment. Did she mention she _**hates**_ literature?

She barely hears his knock (a knock so rare yet so familiar), a light rapping of his knuckles on the glass. She jumps in her desk chair, then slips out of it after craning her neck around to find him crouched on her fire escape, street clothes on and a shy smile displayed on his lips. She slides the window up without her eyes ever breaking from his. She can't get enough of them; she hasn't looked into them **long enough**.

He bares his teeth a little (probably to show how nervous he is) then climbs through easily, swiftly moving into her room. He looms over her, him having slid into her room closer to her than she thought. They stare at each other for a few minutes before she giggles lowly once.

"What?" he asks a little breathlessly.

"I just…never thought I'd see you here so soon, to be honest." He grimaces and ducks his head, rubbing the back of his neck. She wonders why he's so nervous.

"I can't believe you're here," she whispers out loud, more to herself than to him. His expression softens and he takes her face in his hands gently, reverently, as if handling fragile glass.

"I'll be there for you – always," he tells her confidently in his awkward way, and she smiles. Gwen's eyes close and she drinks in the moment, the two of them standing there, where they should be: with each other. When she opens her eyes again, he's closer than before and instantly her heart rate picks up speed, pounding against her chest as if trying to break_** free**_. She bet he can hear it.

They're so close now the ends of their noses have brushed against each other twice. Her breathing – much to her embarrassment – becomes shallow and erratic. See the effect he has on her? He smiles knowingly at her, his little nervous jitter finally gone. Peter twists his head to the side and **holy shit**, their lips just brushed. Peter chuckles inaudibly, his lips grazing hers again and vibrating them with his silent laugh. All she can think is more.

**more more more.**

He's leaning in. He's leaning in. Yes, this is it. He's finally leaning in. She leans forward, to close the distance between them-

but he's gone.

Her hands, once clutching the hairs on the back of Peter's neck, grasp the air. Peter's body is no longer pressed against hers, and Gwen's eyes fly open. He's nowhere in sight.

"Peter?" she hisses, and someone laughs from behind her closet door.

"Go get the door, Gwen."

Door? What door? What does a door-

Three knocks startle her and cause her to jump about a foot in the air. Looking over to where she believes Peter to be, she throws him an incredulous look before starting for the door. She opens it, expecting it to be her mom, but instead finds Phil.

"Hey, Gwen," he says simply, side-stepping her and moving to go sit on the bed.

"Uh, hey – Phil, uh…this isn't the best time. I've got…lit homework. Long poem to uh, do," she says shakily, glancing over at her closet every few seconds. "And you know how much I don't like lit so, if you could…"

"Can I see what you've written?" Phil asks. Gwen raises her eyebrows at him.

"Uh – sure. Yeah."

Phil gets up from the bed and sits down at her desk, reading her first poem draft. He makes a face when he reaches the end, causing Gwen's defense to go up.

"This is terrible. I'd give it about a C," he states calmly.

"A C?" Gwen stutters.

"Minus."

"_What_? Since when do you know about high school literature?"

"Since when do you know about college science?"

"That doesn't even make any sense."

"It does if you have my literature knowledge."

Gwen gapes at her little brother, shocked and offended, but a little amused. The faintest of chuckles from the opposite side of the room tells Gwen that she's not the only one entertained. Phil shrugs and begins typing, ignoring Gwen's protests.

"I bet I can make this ten times better," he says arrogantly, that side of him that likes to make bets making its first appearance in a long time.

"If it gets you to do my literature paper, than fine."

"You have to pay, though."

Groaning, Gwen reaches into her purse sitting on her bedside table and digs around in it until she extracts a twenty dollar bill.

"Here, you stinker. Now go write my paper in your room." Smirking, Phil salutes Gwen and snatches the twenty from her hand before marching out the door. Gwen smiles after him. It's great to see him so…alive. Happy. Whole. Sighing deftly, she shuts off her computer. Peter emerges from the closet, an amused smile lighting up his face.

"How did you know?" Gwen asks immediately upon seeing him. Peter just shrugs it off and shakes his head. Gwen's eyes roll up to the ceiling and she inhales.

"You're extremely complicated, you know-" The rest of her words are cut off as her eyes move back down to look at Peter. They go a little cross-eyed when she sees how close he's gotten. Wow, he's quiet. His arms wrap around her waist and bring her towards him. One hand holds the side of her neck, thumb caressing the side of her cheek.

"What was that?" he whispers, his lips narrowly grazing hers again. He's smiling teasingly down at her, and her hearts beating like a jackhammer and it feels like a whole colony of butterflies chose to vacation in her stomach for the moment. Gwen swallows, trying very desperately talk coherently.

"You – you're…weird."

Nice one.

Peter freezes, then leans back and she feels like crying.

"Weird?" His face falls with hurt but his eyes say otherwise.

"You're mysterious – and complicated – when it comes down to your – your superpowers." Peter snorts at the word 'superpowers', but Gwen frowns. "What? You don't think what you have are superpowers?"

"No," he smiles. "It's just funny hearing it come from you. You are the least likely person to be going through comic books, just saying."

"Maybe they should make a comic book about you. _I'd_ read it."

"Yeah, maybe someday," he teases, leaning in towards her again until their foreheads are touching. Gwen sucks in a deep breath, her eyes sliding shut with contentment. She can feel his eyes on her, but chooses not to meet them. She wants to remember this moment forever, have it embedded in her brain for the rest of her life and if she takes so much as one glance at his eyes…all hopes for concentration would be lost.

Finally, when she thinks it's implanted in her brain for a long time, she opens her eyes. Just like she thought, he's staring her down with an intensity so passionate, so earth-shaking, so spine-tingling that she gives a soft gasp in surprise. The gasp is his little kick for him to surge forward and gently crush his lips to hers.

Too long. Too long. She can't help but think that it's been too long since his lips have met hers. It's been too long since everything, pretty much.

His mouth, moving so perfectly against her mouth in a synchronization that could only be described as theirs. It's all she can think about. The taste of him: the four seasons, all wrapped up in one. That's the only way to explain his taste. And then the smell of him as she pulls him by the shirt closer to her, bringing his scent with. It's like the forests of upstate New York (though she doesn't know if he's been there or not) with a side chocolate-mint thrown in. A rare smell. One that's intoxicating.

The once tender kiss soon turns the tiniest bit feral. Suddenly, his tongue is poking at hers and then hers is wrestling with his. A low moan echoes deep in his throat as he deepens the kiss, and she gives an imperceptible whimper. They've only ever kissed like this once, and that had been their first. In a way, this is like their first kiss, too. But without her mom walking in.

No. No mom walking in.

She shivers with a pleasure she's never felt before, not knowing what to think of it but other than to trust her feelings and her natural instincts. She just hopes they make the right decision.

Peter wrenches his head back abruptly, his breathing irregular. She's almost proud of having caused his breathing to get that way.

"I think your brother's coming back," he says breathlessly. Gwen shakes her head, eyes still closed.

"I don't care, I'll lock the door."

It's silent, except for their breathing, yet Peter doesn't do anything. Finally, Gwen opens her eyes. He's staring at her in wonder, though he's trying to suppress the expression from reaching his face. The smallest of unsure smiles crosses his lips, and Gwen wonders if she said something wrong.

"What?"

He opens his mouth to say something, but he's interrupted by another knock on the door. Groaning, Gwen moves out of his hold and opens the door a crack. It's her mom. **(honestly, she can't catch a break)**

"Gwen, honey, have you seen my red sweater?"

Suppressing an eye roll, Gwen sighs and tells her it's in the wash because she had spilled coffee down the front, remember? Helen nods and smiles at her before moving back down the hallway. Gwen groans and shuts the door, slumping against it. Peter sits sideways in the navy blue chaise lounge chair sitting next to her window. A quick wave of déjàvu reminds her that the last time he had sat in that chair he had gashes nearly an inch deep slashed across his chest. In the present, however, he just sits reading a book, looking at ease. She makes her way over to him and sits in his lap curled up next to him. Instantly, he sets the book down and wraps his arms around her, as if this was a routine thing to do.

"You don't have much privacy here, do you?"

She laughs softly and shakes her head.

"No, not really."

"Great," he says sarcastically and Gwen smiles. She's thinking the same thing.

"I think we'll be left alone for a while now."

"You mean _you_'_ll _be left alone. I'm more of an intruder."

"I don't really care," she whispers, tilting her head up to capture his lips with hers.

There's no more darkness within her. No more empty stares across the dinner table. No more staying up late, wishing that there was no need for sleep. No more seeing faces that pain her. Her father's been put to rest. Her mother is finally happy again. Phil is leaving the confinements of his room, now. And _she has Peter back_.

They're careful – oh, so very careful. If the two are out for a walk and trouble starts, Peter runs down the next street to change. Time consuming, yes. Pointless, no. She puts up with it (no matter how much it annoys her), but they both soon realize that no matter how careful he is with keeping his real identity a secret, Gwen's still connected to Spider-Man even if she's not seen with him. It takes a lot of begging and pleading and crying on Gwen's part to make him see that she'll be fine, but Peter finally gives in – and with a peace of mind on the promise he made to Captain Stacy.

The promise is broken. Not quite forgotten, but put-off. Not in a disrespectful way either, but in a 'for your own good' way.

October becomes November and November becomes December. For Christmas, Gwen gives Peter two tickets to see his favorite band, and Peter gives Gwen a necklace that had been his mother's. Aunt May had always kept it from the time Peter's mother left it there one Thanksgiving dinner long ago. As he put it on her, Gwen hastily wiped the tears away. No gift had ever been more loving than that one.

December came and went and on New Year's Eve, Peter took Gwen to the top of a building located in Times Square. They watched the ball drop together and when the year finally passed, they shared a memorable kiss as a representation for the many more to come in the next year and the next and the next. January through May flew by quicker than the both of them imagined, and before school ended they received their letters. College letters.

Both had been accepted to Dartmouth on full-ride scholarships (Gwen still ponders over this when she had no college recommendation to give out), though both of them declined. Peter's reason was for Aunt May – and the fact that, as the amazing Spider-Man, he couldn't leave his city. Gwen's reason was because Peter wasn't going. So both enrolled at Empire State University since both had been accepted. Peter majored in photography and life science, Gwen majored in chemistry and literature, much to everyone's surprise.

Only Gwen knows the real reason why she chose literature as a major. Well, her and Phil. It just had something to do with a poem that included a secret within a certain picture, painted on a canvas that wiped blank when someone was close to guessing the secret. She had stumped the whole class with it. No one, not even the teacher got it. Gwen was almost relived that no one figured it out; it was almost sort of personal. It's beyond her to know how Phil knew exactly what to create. So worth the twenty bucks.

The secret, it turns out, was no secret. When a person came close to guessing, it meant that they were about to give up, so the canvas would go blank, exposing that there was no secret to the picture. That _was_ the secret.

What really got Gwen the most, though, was how similar it was to the story of her life. All her life, she had everything perfect, like a nice, clean picture. But over time, it started to fade as Gwen realized there was more to life than just getting good grades. And when the picture disappeared completely, it symbolized when Peter came around, wiping her slate clean and giving her a new life.

Painting her a new picture.

Well, he always has been an artist.

**Done. Hope you liked it. Stayed up all night working on it. Be kind in your reviews.**

**TeamSwiss737**


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